Bond Citi Global Markets 11% ( XS1389219566 ) in TRY

Issuer Citi Global Markets
Market price 100 %  ⇌ 
Country  United States
ISIN code  XS1389219566 ( in TRY )
Interest rate 11% per year ( payment 1 time a year)
Maturity 24/05/2022 - Bond has expired



Prospectus brochure of the bond Citigroup Global Markets Holdings XS1389219566 in TRY 11%, expired


Minimal amount /
Total amount /
Detailed description Citigroup Global Markets Holdings Inc. is a subsidiary of Citigroup Inc. providing a wide range of financial services, including securities brokerage, investment banking, and trading across various asset classes globally.

The Bond issued by Citi Global Markets ( United States ) , in TRY, with the ISIN code XS1389219566, pays a coupon of 11% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/05/2022








Offering Circular dated 14 December 2018

CITIGROUP INC.
(incorporated in Delaware)
and
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
(a corporation duly incorporated and existing under the laws of the state of New York)
and
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by shares (société en commandite par actions)
under Luxembourg law, with registered office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand
Duchy of Luxembourg and registered with the Register of Trade and Companies of Luxembourg
under number B 169.199)
each an issuer under the
Citi U.S.$60,000,000,000 Global Medium Term Note Programme
Notes issued by Citigroup Global Markets Holdings Inc. only will be unconditionally and
irrevocably guaranteed by
CITIGROUP INC.
(incorporated in Delaware)
Notes issued by Citigroup Global Markets Funding Luxembourg S.C.A only will be
unconditionally and irrevocably guaranteed by
CITIGROUP GLOBAL MARKETS LIMITED
(incorporated in England and Wales)
Under the Global Medium Term Note Programme (the Programme) described in this Offering
Circular, each of Citigroup Inc., Citigroup Global Markets Holdings Inc. (CGMHI) and Citigroup
Global Markets Funding Luxembourg S.C.A. (CGMFL and, together with Citigroup Inc. and CGMHI,
the Issuers and each an Issuer) may from time to time issue notes (Notes), in each case subject to
compliance with all relevant laws, regulations and directives. References herein to the Issuer shall be
construed as whichever of Citigroup Inc., CGMHI or CGMFL is the issuer or proposed issuer of the
relevant Notes. The aggregate principal amount of securities outstanding under the Programme will
not at any time exceed U.S.$60,000,000,000 (or the equivalent in other currencies), subject to any
increase or decrease described herein. This does not affect any Notes issued prior to the date of this
Offering Circular.
This Offering Circular does not comprise a prospectus or a base prospectus for the purposes of
Article 3 of the Prospectus Directive. When used in this Offering Circular, Prospectus Directive
means Directive 2003/71/EU (as amended or superseded (the 2010 PD Amending Directive)) and
including any relevant implementing measure in a relevant Member State of the European
Economic Area (the EEA). This Offering Circular has been prepared solely in order to allow
Notes to be offered in circumstances which do not impose an obligation on the relevant Issuer,
the CGMHI Guarantor (where the Issuer is CGMHI), the CGMFL Guarantor (where the Issuer
is CGMFL) or any Dealer (as defined herein) to publish or supplement a prospectus under the
Prospectus Directive. No prospectus is required in accordance with the Prospectus Directive in
relation to offers of Notes under this Offering Circular. This Offering Circular does not
constitute an offer or an invitation to the public or any section thereof to subscribe for or to
purchase the Notes.
This Offering Circular and any Pricing Supplement may only be used for the purposes for which they
have been published.

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This Offering Circular constitutes a prospectus for purposes of Part IV of the Luxembourg Act dated
10 July 2005 relating to prospectuses for securities, as amended (the Prospectus Act 2005).
Application has been made for the Notes to be admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange's Euro MTF Market
(the Euro MTF). The Euro MTF is not a regulated market pursuant to the provisions of Directive
2014/65/EU (MiFID).
This Offering Circular has not been approved by and will not be submitted for approval to the
Commission de surveillance du secteur financier of Luxembourg. The Notes may not be offered or sold
to the public in the Grand Duchy of Luxembourg (Luxembourg), directly or indirectly, and neither this
Offering Circular nor any other circular, prospectus, form of application, advertisement,
communication or other material may be distributed, or otherwise made available in or from, or
published in, Luxembourg except (i) for the sole purpose of the admission to trading of the Notes on
the Euro MTF and listing of the Notes on the Official List of the Luxembourg Stock Exchange (or any
other stock exchange or market that is not a regulated market for the purposes of MiFID) and in
circumstances which do not constitute an offer of securities to the public pursuant to the Prospectus Act
2005 or (ii) in other circumstances which do not constitute an offer of securities to the public within the
meaning of the Prospectus Act 2005.
The payment and delivery of all amounts due in respect of Notes issued by CGMHI will be
unconditionally and irrevocably guaranteed by Citigroup Inc. (in such capacity, the CGMHI
Guarantor) pursuant to a deed of guarantee dated 21 December 2015 (such deed of guarantee as
amended and/or supplemented and/or replaced from time to time, the CGMHI Deed of Guarantee)
executed by the CGMHI Guarantor.
The payment and delivery of all amounts due in respect of Notes issued by CGMFL will be
unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (CGML) (in such
capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 21 December 2015 (such
deed of guarantee as amended and/or supplemented and/or replaced from time to time, the CGMFL
Deed of Guarantee) executed by the CGMFL Guarantor.
Notes issued by Citigroup Inc. will not be guaranteed by any entity.
Each Issuer, the CGMHI Guarantor and the CGMFL Guarantor has a right of substitution as set out in
the Terms and Conditions of the Notes set out herein.
Notes may be issued on a continuing basis to Citigroup Global Markets Limited and/or Citigroup
Global Markets Inc. and/or any additional dealer appointed under the Programme from time to time by
the Issuers (each a Dealer and together the Dealers) which appointment may be for a specific issue or
on an ongoing basis. In relation to each issue of Notes, the Dealer(s) will be specified in the applicable
Pricing Supplement (as defined below). However, each Issuer reserves the right to sell Notes directly
on its own behalf to other entities and to offer Notes in specified jurisdictions directly to the public
through distributors, in accordance with all applicable rules and regulations. Notes may be resold at
prevailing market prices, or at prices related thereto, at the time of such resale, as determined by the
Issuer or the relevant Dealer. Notes may also be sold by the Issuer through the Dealer(s), acting as
agent of the Issuer.
Investing in the Notes involves certain risks, and you should fully understand these before you invest.
See "Risk Factors" on pages 10 to 73 of this Offering Circular.
Pursuant to this Offering Circular, Notes may be issued whose return (in respect of any interest payable
on such Notes and/or their redemption amount) is linked to one or more security indices (Security
Index Linked Notes) or one or more inflation indices (Inflation Index Linked Notes) or one or more
commodity indices (Commodity Index Linked Notes) or one or more commodities (Commodity
Linked Notes) or one or more shares (Share Linked Notes) or one or more depositary receipts
(Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares (ETF Linked
Notes) or one or more mutual funds (Mutual Fund Linked Notes) or one or more currency exchange
rates (FX Rate Linked Notes) or one or more warrants (Warrant Linked Notes) or one or more
proprietary indices (Proprietary Index Linked Notes) or one or more Dividend Futures Contracts
(Dividend Futures Contract Linked Notes) or one or more rates (Rate Linked Notes), together,
Underlying Linked Notes, as more fully described herein.

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Notes may provide that settlement will be by way of cash settlement (Cash Settled Notes) or physical
delivery (Physical Delivery Notes) as provided in the applicable Pricing Supplement.
The Issuer may from time to time issue Notes that are titled "Certificates" and, in such circumstances,
the terms "Note(s)" and "Noteholder(s)" as used herein shall be construed to be to "Certificate(s)" and
"Certificateholder(s)" and related expressions shall be construed accordingly.
Notes are issued in Series (as defined herein) and each Series may comprise one or more Tranches (as
defined herein) of Notes. Each Tranche is the subject of a final terms document (the Pricing
Supplement and references to the applicable Pricing Supplement shall be construed accordingly).
The Pricing Supplement will specify with respect to the issue of Notes to which it relates, inter alia, the
specific designation of the Notes, the aggregate principal amount and type of the Notes, the date of
issue of the Notes, the issue price, the relevant interest provisions (if any), and the redemption amount
of the Notes and, as relevant, the underlying security, share, bond, asset, index, commodity, rate,
contract, currency or other item(s) (each, an Underlying) to which the Notes relate and certain other
terms relating to the offering and sale of such Notes. The applicable Pricing Supplement supplements
the Terms and Conditions of the relevant Notes and may specify other terms and conditions which
shall, to the extent so specified or to the extent inconsistent with the Terms and Conditions of the
relevant Notes, supplement, replace and/or modify such Terms and Conditions. The relevant Pricing
Supplement will specify whether the Notes are to be listed and admitted to trading on the Euro MTF
and/or another stock exchange or market which is not a regulated market for the purposes of MiFID
agreed between the Issuer and the relevant Dealer(s) or will be unlisted.
The Terms and Conditions of the Notes will be as set out in "General Conditions of the Notes" and in
the relevant Schedule(s) thereto.
AN ISSUE OF NOTES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE
BOUGHT
AND
TRADED
BY
INVESTORS
WHO
ARE
PARTICULARLY
KNOWLEDGEABLE IN INVESTMENT MATTERS. PROSPECTIVE PURCHASERS OF
NOTES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE
RELEVANT NOTES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND THAT
THEY CONSIDER THE SUITABILITY OF THE RELEVANT NOTES AS AN INVESTMENT
IN LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION. IT IS THE
RESPONSIBILITY OF PROSPECTIVE PURCHASERS TO ENSURE THAT THEY HAVE
SUFFICIENT KNOWLEDGE, EXPERIENCE AND PROFESSIONAL ADVICE TO MAKE
THEIR OWN LEGAL, FINANCIAL, TAX, ACCOUNTING AND OTHER BUSINESS
EVALUATION OF THE MERITS AND RISKS OF INVESTING IN THE NOTES AND ARE
NOT RELYING ON THE ADVICE OF THE ISSUER, THE CGMHI GUARANTOR, THE
CGMFL GUARANTOR OR ANY DEALER IN THIS REGARD. NOTES MAY INVOLVE A
HIGH DEGREE OF RISK, INCLUDING THE PRINCIPAL NOT BEING PROTECTED.
POTENTIAL INVESTORS MAY SUSTAIN A LOSS OF ALL OR PART OF THEIR
INVESTMENT IN THE NOTES. SEE "RISK FACTORS" SET OUT HEREIN.
Prospective investors should note that Events of Default in respect of the CGMHI Guarantor are
limited to the events stated in Conditions 9(a)(i) and 9(a)(ii) of the General Conditions of the
Notes relating to default in payment of principal or interest in respect of the Notes but will not
include the insolvency or bankruptcy of the CGMHI Guarantor (or any similar event), any other
default of the CGMHI Guarantor or the CGMHI Deed of Guarantee being (or being claimed not
to be) in full force and effect. Therefore, even though the CGMHI Guarantor may be declared
insolvent or have entered into bankruptcy proceedings or disclaimed the CGMHI Deed of
Guarantee, holders of Notes issued by CGMHI will not be able to trigger an Event of Default
under the Notes and thus will not be able to cause the Notes to be immediately due and payable,
and the Notes will not redeem until maturity (unless there has been an Event of Default due to
non-payment of interest or principal or bankruptcy or other default of CGMHI in the
meantime). It is possible that holders may receive a lower return at maturity than if they were
able to accelerate the Notes for immediate repayment in such circumstances.
Subject as provided below in the case of Swedish Notes and Finnish Notes, Notes to be issued
hereunder will be in registered form (Registered Notes) and will be represented by registered note
certificates (Registered Note Certificates), one Registered Note Certificate being issued in respect of
each holder's entire holding of Registered Notes of one Series. Registered Notes which are held in

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Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg) or
the Depository Trust Company (DTC), as the case may be, will be represented by a global Registered
Note Certificate (a Global Registered Note Certificate) registered in the name of a nominee for either
Euroclear and Clearstream, Luxembourg or DTC, as the case may be, and the Global Registered Note
Certificate will be delivered to the appropriate depositary, common safekeeper or custodian, as the case
may be. Interests in a Global Registered Note Certificate will be exchangeable for definitive
Registered Note Certificates as described under "Form of the Notes" set out herein.
In addition, indirect interests in Notes may be delivered, held and settled via the CREST Depository
Interest (CDI) mechanism in Euroclear UK & Ireland Limited (CREST).
Notwithstanding the foregoing, Notes issued in accordance with the Swedish Act on central Securities
Depositories and Financial Instruments Accounts (Sw. lag (1998:1479) om värdepapperscentraler och
kontoföring av financiella instrument) (SFIA Act) (Swedish Notes) will be issued in uncertificated and
dematerialised book-entry form in accordance with the SFIA Act. No global or definitive registered
Swedish Notes will be issued. The Swedish Notes will be transferable only in accordance with the
provisions of the SFIA Act, other applicable Swedish legislation and the rules and regulations
applicable to, and/or issued by, Euroclear Sweden AB (Euroclear Sweden).
Notwithstanding the foregoing, Notes issued in accordance with the Finnish Act on the Book-Entry
System and Clearing (Fin. laki arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as
amended)) and with the Finnish Act on the Book-Entry Accounts (Fin. laki arvo-osuustileistä
(827/1991, as amended)) (Finnish Notes) will be issued in uncertificated and dematerialised book
entry form in accordance with the Finnish Act on the Book-Entry System and Clearing (Fin. laki
arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended)) and with the Finnish Act on
Book-Entry Accounts (Fin. laki arvo-osuustileistä (827/1991, as amended)). No global or definitive
registered Notes will be issued. The Finnish Notes will be transferable only in accordance with the
legislation, rules and regulations applicable to, and/or issued by, Euroclear Finland Ltd (Euroclear
Finland).
None of the Notes, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee has been
nor will be registered under the United States Securities Act of 1933, as amended (the Securities
Act), or with any securities regulatory authority of any state or other jurisdiction of the United
States. Notes issued by Citigroup Inc., CGMHI or CGMFL may be offered and sold outside of
the United States to non-U.S. persons in reliance on Regulation S under the Securities Act
(Regulation S). Notes issued by Citigroup Inc. or CGMHI may be offered and sold within the
United States to "qualified institutional buyers" (QIBs) in transactions exempt from registration
under the Securities Act in reliance on Rule 144A under the Securities Act (Rule 144A). Notes
may not be offered or sold within the United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S) other than, in the case of Notes issued by Citigroup Inc. or
CGMHI, to QIBs in reliance on Rule 144A. Notes issued by CGMFL, which are guaranteed by
the CGMFL Guarantor, will not be offered and sold in the United States or to, or for the account
or benefit of, U.S. persons at any time. For a description of certain restrictions on offers, sales
and transfers of Notes, see "Subscription and Sale and Transfer and Selling Restrictions". Any
purchaser of Notes that is a registered U.S. investment company should consult its own counsel
regarding the applicability of Section 12(d) and Section 17 of the Investment Company Act of
1940 and the rules promulgated thereunder to its purchase of Notes and should reach an
independent conclusion with respect to the issues involved in such purchase.
The Notes, the CGMHI Deed of Guarantee, the CGMFL Deed of Guarantee and any Entitlement do not
constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or
options thereon) subject to the United States Commodity Exchange Act, as amended (the CEA), and
trading in the Notes has not been approved by the United States Commodity Futures Trading
Commission (the CFTC) pursuant to the CEA.
The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase
and holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan
subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended
(ERISA), a plan, individual retirement account or other arrangement subject to Section 4975 of
the U.S. Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan or

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plan subject to any laws, rules or regulations substantially similar to Title I of ERISA or Section
4975 of the Code.
Each Noteholder of New York Law Notes issued by CGMFL (CGMFL New York Law Notes)
(including each holder of a beneficial interest in such CGMFL New York Law Notes)
acknowledges, accepts, consents and agrees, notwithstanding any other term of the CGMFL New
York Law Notes or any other agreements, arrangements or understandings between CGMFL
and such Noteholder, by its acquisition of such CGMFL New York Law Notes, to be bound by
the exercise of, any bail-in power by the relevant resolution authority. See Condition 21 of the
General Conditions and also the risk factor "Risks relating to the exercise of any bail-in power
by the relevant resolution authority in respect of New York Law Notes issued by CGMFL and
Noteholder agreement to be bound thereby".
CREDIT RATINGS
Citigroup Inc. has a long term/short term senior debt rating of BBB+/A-2 by Standard & Poor's
Financial Services LLC (S&P), Baa1/P-2 by Moody's Investors Service, Inc. (Moody's) and A/F1 by
Fitch Ratings, Inc. (Fitch). CGMHI has a long term/short term senior debt rating of BBB+/A-2 by
S&P, Baa1/P-2 by Moody's and A/F1 by Fitch. CGMFL has a long term/short term senior debt rating
of A+/A-1 by S&P and A/F1 by Fitch. CGML has a long term/short term senior debt rating of A+/A-1
by S&P, A2/P-1 by Moody's and A/F1 by Fitch. The rating of a certain Tranche of Notes may be
specified in the applicable Pricing Supplement. See "Credit Ratings ­ Rating Agencies of the Issuers,
the CGMHI Guarantor and the CGMFL Guarantor" in the section "Risk Factors" below as to whether
or not each such credit rating agency is established in the European Union and registered under
Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation).
The Notes, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee constitute
unconditional liabilities of the respective issuers. None of the Notes, the CGMHI Deed of Guarantee
and the CGMFL Deed of Guarantee is insured by the Federal Deposit Insurance Corporation (FDIC) or
any other deposit protection insurance scheme.
An Index of Defined Terms is set out on pages 421 to 427 of this Offering Circular.
Arranger of the Programme
Citigroup

Dealers
Citigroup

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RESPONSIBILITY STATEMENT
Citigroup Inc. accepts responsibility for the information contained in the Citigroup Inc. Offering
Circular but does not take responsibility for the CGMHI Offering Circular or the CGMFL Offering
Circular. To the best of the knowledge of Citigroup Inc. (having taken all reasonable care to ensure
that such is the case), the information contained in the Citigroup Inc. Offering Circular is in
accordance with the facts and does not omit anything likely to affect the import of such information.
CGMHI accepts responsibility for the information contained in the CGMHI Offering Circular but does
not take responsibility for the Citigroup Inc. Offering Circular or the CGMFL Offering Circular. To
the best of the knowledge of CGMHI (having taken all reasonable care to ensure that such is the case),
the information contained in the CGMHI Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information. The CGMHI Guarantor accepts
responsibility for the information contained in the CGMHI Offering Circular (excluding the
information set out under the heading "Description of Citigroup Global Markets Holdings Inc." and
the information set out in the sections of " Overview of the Programme" entitled "Description of
CGMHI" and "Business of CGMHI"). The CGMHI Guarantor does not take responsibility for the
Citigroup Inc. Offering Circular or the CGMFL Offering Circular. To the best of the knowledge of the
CGMHI Guarantor (having taken all reasonable care to ensure that such is the case), the information
contained in the CGMHI Offering Circular (excluding the information set out under the heading
"Description of Citigroup Global Markets Holdings Inc." and the information set out in the sections of
"Overview of the Programme" entitled "Description of CGMHI" and "Business of CGMHI") is in
accordance with the facts and does not omit anything likely to affect the import of such information.
CGMFL accepts responsibility for the information contained in the CGMFL Offering Circular but does
not take responsibility for the Citigroup Inc. Offering Circular or the CGMHI Offering Circular. To the
best of the knowledge of CGMFL (having taken all reasonable care to ensure that such is the case), the
information contained in the CGMFL Offering Circular is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The CGMFL Guarantor accepts responsibility for the information contained in the CGMFL Offering
Circular (excluding the information set out under the heading "Description of Citigroup Global
Markets Funding Luxembourg S.C.A." and the information set out in the sections of "Overview of the
Programme" entitled "Description of CGMFL" and "Business of CGMFL"). To the best of the
knowledge of the CGMFL Guarantor (having taken all reasonable care to ensure that such is the case),
the information contained in the CGMFL Offering Circular (excluding the information set out under
the heading "Description of Citigroup Global Markets Funding Luxembourg S.C.A." and the
information set out in the sections of "Overview of the Programme" entitled "Description of CGMFL"
and "Business of CGMFL") is in accordance with the facts and does not omit anything likely to affect
the import of such information.
The Citigroup Inc. Offering Circular should be read in conjunction with all documents which are
incorporated by reference therein (see "Documents Incorporated by Reference for the Citigroup Inc.
Offering Circular"). The Citigroup Inc. Offering Circular shall be read and construed on the basis that
such documents are incorporated into and form part of the Citigroup Inc. Offering Circular.
The CGMHI Offering Circular should be read in conjunction with all documents which are
incorporated by reference therein (see "Documents Incorporated by Reference for the CGMHI
Offering Circular"). The CGMHI Offering Circular shall be read and construed on the basis that such
documents are incorporated into and form part of the CGMHI Offering Circular.
The CGMFL Offering Circular should be read in conjunction with all documents which are
incorporated by reference therein (see "Documents Incorporated by Reference for the CGMFL
Offering Circular"). The CGMFL Offering Circular shall be read and construed on the basis that such
documents are incorporated into and form part of the CGMFL Offering Circular.
The Citigroup Inc. offering circular (the Citigroup Inc. Offering Circular) will comprise this
Offering Circular with the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";

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(b)
the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Offering Circular" and all information incorporated therein by reference thereby;
(c)
the information in the section entitled "Description of Citigroup Global Markets Holdings
Inc.";
(d)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMFL" and "Business of CGMFL";
(e)
the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Offering Circular" and all information incorporated therein by reference thereby;
(f)
the information in the section entitled "Description of Citigroup Global Markets Funding
Luxembourg S.C.A.";
(g)
the information in the section entitled "Description of Citigroup Global Markets Limited";
(h)
the information in the section entitled "Form of CGMHI Deed of Guarantee";
(i)
the information in the section entitled "Form of CGMFL Deed of Guarantee"; and
(j)
the information in the section entitled "Form of CGMFL All Monies Guarantee".
The CGMHI offering circular (the CGMHI Offering Circular) will comprise this Offering Circular
with the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citigroup Inc." and "Business of Citigroup Inc.";
(b)
the information in the section entitled "Documents Incorporated by Reference for the
Citigroup Inc. Offering Circular" and all information incorporated therein by reference
thereby;
(c)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMFL" and "Business of CGMFL";
(d)
the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Offering Circular" and all information incorporated therein by reference thereby;
(e)
the information in the section entitled "Description of Citigroup Global Markets Funding
Luxembourg S.C.A.";
(f)
the information in the section entitled "Description of Citigroup Global Markets Limited";
(g)
the information in the section entitled "Form of CGMFL Deed of Guarantee"; and
(h)
the information in the section entitled "Form of CGMFL All Monies Guarantee".
The CGMFL offering circular (the CGMFL Offering Circular) will comprise this Offering Circular
with the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citigroup Inc." and "Business of Citigroup Inc.";
(b)
the information in the section entitled "Documents Incorporated by Reference for the
Citigroup Inc. Offering Circular" and all information incorporated therein by reference
thereby;
(c)
the information in the section entitled "Description of Citigroup Inc.";
(d)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";

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(e)
the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Offering Circular" and all information incorporated therein by reference thereby; and
(f)
the information in the section entitled "Description of Citigroup Global Markets Holdings
Inc."; and
(g)
the information in the section entitled "Form of CGMHI Deed of Guarantee".
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the issue or sale of any Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer, the CGMHI Guarantor (where the Issuer is CGMHI), the CGMFL Guarantor (where the Issuer
is CGMFL) or any of the Dealers. Neither the delivery of this Offering Circular nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been no
change in the affairs of the Issuer and/or, where applicable, the CGMHI Guarantor or the CGMFL
Guarantor since the date hereof or the date upon which this Offering Circular has been most recently
amended or supplemented or that there has been no adverse change in the financial position of any
Issuer, the CGMHI Guarantor and/or the CGMFL Guarantor since the date hereof or the date upon
which this Offering Circular has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.



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IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR
AND OFFERS OF NOTES GENERALLY
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any
Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted
by law in certain jurisdictions. Citigroup Inc., CGMHI, the CGMHI Guarantor, CGMFL, the CGMFL
Guarantor and the Dealers do not represent that this Offering Circular may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by Citigroup Inc., CGMHI, the CGMHI Guarantor, CGMFL, the CGMFL Guarantor or the Dealers
which is intended to permit a public offering of any Notes or distribution of this Offering Circular in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or
sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result
in compliance with any applicable laws and regulations. Persons into whose possession this Offering
Circular or any Notes may come must inform themselves about, and observe, any such restrictions on
the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United
States of America, the EEA, the United Kingdom, Australia, Austria, the Kingdom of Bahrain, Brazil,
Chile, Columbia, Costa Rica, the Republic of Cyprus, the Czech Republic Denmark, the Dominican
Republic, Dubai International Financial Centre, Ecuador, El Salvador, Finland, France, Guatemala,
Honduras, Hong Kong Special Administrative Region, Hungary, Ireland, Israel, Italy, The Grand
Duchy of Luxembourg, The Netherlands, Japan, the State of Kuwait, Mexico, Norway, Oman, Panama,
Paraguay, Peru, Poland, Portugal, the State of Qatar (including the Qatar Financial Centre), the Russian
Federation, the Kingdom of Saudi Arabia, Singapore, Sweden, Switzerland, Taiwan, the Republic of
Turkey, the United Arab Emirates and Uruguay. See "Subscription and Sale and Transfer and Selling
Restrictions".
The price and principal amount of securities (including any Notes) to be issued under the Programme
will be determined by the Issuer and the relevant Dealer at the time of issue in accordance with
prevailing market conditions.
The Dealers have not separately verified the information contained in this Offering Circular. None of
the Dealers makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Offering Circular.
Neither this Offering Circular nor any financial statements or other information supplied in connection
with the Programme or any Notes are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation or a statement of opinion, or a report of either of
those things, by any Issuer, the CGMHI Guarantor, the CGMFL Guarantor or any of the Dealers that
any recipient of this Offering Circular or any other financial statements or any other information
supplied in connection with the Programme or any Notes should purchase any Notes. Each potential
purchaser of any Notes should determine for itself the relevance of the information contained in this
Offering Circular and its purchase of any Notes should be based upon such investigation as it deems
necessary. Each potential purchaser is authorised to use this Offering Circular solely for the purpose
of considering the purchase of Notes described in this Offering Circular; any other usage of this
Offering Circular is unauthorised. None of the Dealers (in the case of CGML, in its capacity as
Dealer) undertakes to review the financial condition or affairs of any Issuer, the CGMHI Guarantor or
the CGMFL Guarantor during the life of the arrangements contemplated by this Offering Circular nor
to advise any investor or potential investor in any Notes of any information coming to the attention of
any of the Dealers.
For convenience, the website addresses of certain third parties have been provided in this Offering
Circular. Except as expressly set forth in this Offering Circular, no information in such websites
should be deemed to be incorporated in, or form a part of, this Offering Circular and none of the
Issuers, the CGMHI Guarantor, the CGMFL Guarantor and any Dealer takes responsibility for the
information contained in such websites.

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In connection with any Tranche, one or more of the Dealers may act as a stabilisation manager (the
Stabilisation Manager(s)). The identity of the Stabilisation Managers, if any, will be disclosed in the
applicable Pricing Supplement.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the
applicable Pricing Supplement may over allot Notes or effect transactions with a view to supporting
the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and,
if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation
Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with all
applicable laws and rules.
In any EEA Member State that has implemented the Prospectus Directive, this communication is only
addressed to and is only directed at qualified investors in that Member State within the meaning of the
Prospective Directive.
This Offering Circular has been prepared on the basis that any offer of Notes pursuant to or under this
Offering Circular in any Member State of the EEA which has implemented the Prospectus Directive
(each a Relevant Member State) must be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus
for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of a placement contemplated in this Offering Circular as
completed by the Pricing Supplement in relation to the offer of those Notes may only do so in
circumstances in which no obligation arises for any Issuer, the CGMHI Guarantor, the CGMFL
Guarantor or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer. None of the Issuers, the CGMHI Guarantor, the CGMFL Guarantor and any Dealer has
authorised, nor does any of the them authorise, the making of any offer of Notes pursuant to or under
this Offering Circular in circumstances in which an obligation arises for any Issuer, the CGMHI
Guarantor, the CGMFL Guarantor or any Dealer to publish or supplement a prospectus for such offer.
The only persons authorised to use this Offering Circular in connection with an offer of Notes are the
persons named in the applicable Pricing Supplement as the relevant Dealer or the Stabilisation
Managers.
Each person in a Relevant Member State will be deemed to have represented, warranted agreed to and
with each Dealer, the Issuers, the CGMHI Guarantor and the CGMFL Guarantor that in the case of
any Notes acquired by it as a financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Notes acquired by it in the offer have not been acquired on behalf of, nor
have they been acquired with a view to their offer or resale to, persons in any Relevant Member State
other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances
in which the prior consent of the relevant Dealers has been given to the offer or resale; or (ii) where
Notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified
investors, the offer of those Notes to it is not treated under the Prospectus Directive as having been
made to such persons.
For the purposes of this representation, the expression an "offer" in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and any Notes to be offered so as to enable an investor to decide
to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by
any measure implementing the Prospectus Directive in that Relevant Member State.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to
Euro, euro or EUR are to the single currency introduced at the start of the third stage of the European
Economic and Monetary Union pursuant to the Treaty on the Functioning of the European Union, as
amended (the Treaty), references to U.S. dollars, U.S.$ and $ are to the currency of the United States
of America, references to Yen are to the currency of Japan, references to Sterling, and GBP are to the

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